Constitutional documents

Question 1

what documents comprise of the constitution? (5)

Answer 1

o Articles of association
o Resolutions + agreements affecting the constitution
o Certificate of incorporation
o Current statement of capital
o Any court courts or enactments altering the constitution

Question 2

what are the articles of association?

Answer 2

prescribe regulations for the company (effectively the company’s rule book)

Question 3

what options does an applicant have in relation to the articles on incorporation?

Answer 3

o Adopt the model articles of association (MAA) (no need to file the MAAs)
o Amend the MAA (only amendments need to be file)
o Draft bespoke articles (must be filed)

NB: there are different articles for LTDs & PLCs

Question 4

what happens if no articles are filed?

Answer 4

the model articles apply

Question 5

how can the articles be amended and what are the requirements?

Answer 5

The articles can be amended by SR.

Filing requirements:
o SR must be filed with CH within 15 days of being passed
o Amended articles must be filed with CH within 15 days of taking effect